Catalyst sponsor surrenders 462,500 Class B shares

The sponsor of Catalyst Acquisition Corp. surrendered 462,500 Class B founder shares to the company for no consideration, adjusting its retained stake to 5,287,500 shares.

Available on EDGAR 09/14/2026 - 04:05 PM EDT Accepted by SEC EDGAR 09/14/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Catalyst Acquisition Corp. (CATLU) reports that its sponsor, Catalyst Sponsor LLC, disposed of 462,500 Class B Ordinary Shares on September 10, 2026 in connection with the company’s initial public offering structure. The shares were surrendered to the issuer for no consideration, reducing the sponsor’s direct holdings to 5,287,500 Class B shares.

Insider Trade Summary

Other: 462,500 shares

Other 1 txn

Insider Catalyst Sponsor LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1, F2	462,500	--	--

Holdings After Transaction: Class B Ordinary Shares — 5,287,500 contracts (Direct)

Footnotes (2)

1. F1. As described in the registration statement on Form S-1 (File No. 333-297309) of Catalyst Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. No consideration is payable upon conversion.
2. F2. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' partial exercise of the over-allotment option, 462,500 Class B Ordinary Shares were surrendered by Catalyst Sponsor LLC (the "Sponsor") to the Issuer for no consideration.

Key Figures

Class B shares surrendered: 462,500 shares Class B shares held after transaction: 5,287,500 shares Underlying Class A shares for surrendered Class B: 462,500 shares

3 metrics

Class B shares surrendered 462,500 shares Class B Ordinary Shares disposed of by Catalyst Sponsor LLC on September 10, 2026

Class B shares held after transaction 5,287,500 shares Direct Class B Ordinary Shares held by Catalyst Sponsor LLC following the disposition

Underlying Class A shares for surrendered Class B 462,500 shares Class A Ordinary Shares underlying the 462,500 Class B Ordinary Shares, convertible one-for-one

Key Terms

over-allotment option, founder shares, initial public offering, automatically convert

4 terms

over-allotment option financial

"as a result of the underwriters' partial exercise of the over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

founder shares financial

"under the heading "Description of Securities--Founder Shares," the Class B Ordinary Shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

initial public offering financial

"As contemplated in connection with the initial public offering of the Issuer"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

automatically convert financial

"the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CATLU report in this Form 4?

Catalyst Acquisition Corp. reported that its sponsor, Catalyst Sponsor LLC, surrendered 462,500 Class B Ordinary Shares on September 10, 2026, disposing of them to the issuer for no consideration in connection with the IPO over-allotment mechanics.

How many Catalyst Acquisition Corp. (CATLU) shares does the sponsor hold after this transaction?

After the transaction, Catalyst Sponsor LLC directly holds 5,287,500 Class B Ordinary Shares of Catalyst Acquisition Corp., as reported in the Form 4 as the total shares following the disposition.

Why were 462,500 Class B shares of CATLU surrendered by the sponsor?

The filing states that, as contemplated in connection with the initial public offering, 462,500 Class B Ordinary Shares were surrendered to Catalyst Acquisition Corp. because the underwriters only partially exercised the over-allotment option.

Were the surrendered CATLU shares sold for a price?

No. The Form 4 states that 462,500 Class B Ordinary Shares were surrendered for no consideration, meaning Catalyst Sponsor LLC did not receive cash or other compensation for the disposition to Catalyst Acquisition Corp.

Do CATLU Class B Ordinary Shares convert into Class A shares?

Yes. The footnotes explain that the Class B Ordinary Shares automatically convert into Class A Ordinary Shares at the time of the initial business combination, or earlier at the holder’s option, on a one-for-one basis, with no consideration payable upon conversion.

Was the CATLU sponsor’s surrender of shares under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for this transaction; it is described instead as an adjustment contemplated in connection with the initial public offering and over-allotment option.

What underlying securities are linked to the CATLU Class B shares in this Form 4?

The Form 4 describes the Class B Ordinary Shares as convertible into Class A Ordinary Shares of Catalyst Acquisition Corp. on a one-for-one basis, with 462,500 underlying Class A shares corresponding to the Class B shares involved in this transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Catalyst Sponsor LLC

(Last) (First) (Middle)

C/O CATALYST ACQUISITION CORP.

1007 OCEAN AVENUE, SUITE 501

(Street)

SANTA MONICA CALIFORNIA 90403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Catalyst Acquisition Corp. [ CATLU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	09/10/2026		J(2)			462,500(2)	(1)	(1)	Class A Ordinary Shares	462,500	(2)	5,287,500	D

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-297309) of Catalyst Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. No consideration is payable upon conversion.

2. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' partial exercise of the over-allotment option, 462,500 Class B Ordinary Shares were surrendered by Catalyst Sponsor LLC (the "Sponsor") to the Issuer for no consideration.

	/s/ Steven P. Beeks, as managing member of Catalyst Sponsor LLC	09/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)